Rise of Cobra: Redux
by MikeRPG
Summary: When a new breed of evil arises, a new kind of soldier must rise to fight it.  A revision of the movie, keeping to its plot and most of its scenes, with additional characters, scenes and backstories.
1. Prologue & Introduction

This is a re-write of the GI Joe movie because it was completely disappointing. The character backstories were screwed up, their relations with each other, the action… everything needed tweaking. Now I will do what I can to keep close to the movie, because I think that it _did_ have potential, but it needed more in order to be really good. To that end, I have added characters, dialogue and small scenes that I think would have made this a far better movie. I have most of the story written out already, it just needs some tweaking and finishing, so unless I become majorly distracted by other projects (a distinct possibility), then this story should not take too long to complete.

Your reviews are appreciated, so for now, thank you… and enjoy.

* * *

_**PARIS, FRANCE – 1641**_

Lord James McCullen IX shivered in his cell. October in France was cold, and wet, and miserable. His cell did not have the comfort of a warm fire like his family estate in Scotland.

_From now on, whenever doing business in Paris, always have an escape plan_, he thought miserably. Then he had another thought. _And never, ever, _ever_ trust a Frenchman_.

McCullen was a tall man, once broad across the chest, but near starvation in prison had thinned him, making his already pale skin look like that of a man who belonged in a sickbed. His normally carefully trimmed hair fell in strings and clumps to his shoulders, and the moustache that hung nearly to his chin was accompanied with a scruffy beard. Once expensive clothes were now tattered rags, and dark eyes that had glittered with ambition now showed only rage and hatred.

The door slammed open, revealing two French legionnaires, each with a matchlock musket that they kept trained on him as if he might explode into movement.

"Still using matchlocks, are ye?" McCullen growled, "I can get ye a pair of flintlocks if ye let me sneak out of here."

The guard on the left took a half a step forward and relaxed ever-so-slightly. "Good ones?" he asked, ignoring the glare the other guard sent his way.

"The best," McCullen ensured the man, hoping he'd shoot the other guard before agreeing to anything. Otherwise the other guard might shoot first. "From Spain. Perhaps a couple of pretty Spanish lasses to show you how to use them."

"Shut up!" snapped the other guard, and the first returned to his cautionary stance. "On your feet, you Scottish dog!"

Both men stormed forward and grabbed his upper arms, hauling McCullen to his feet. He grimaced at their bruising grips but he would be damned if he gave them the satisfaction of groaning in pain.

The two soldiers led him through the prison, past the men screaming in pain as they were tortured. Pokers, hot irons, the rack, and the iron maiden.

_Bloody barbarians_, thought McCullen, _haven't they moved beyond the Dark Ages yet?_

Finally they brought him into a new chamber, set up to torture prisoners. McCullen sneered in disgust at the lack of imagination being shown. The soldiers began hauling him over towards a new set of chains and immediately began connecting them to his manacles. To one side, a furnace gave off enough heat to throw back the autumn chill. A man stood in front of the furnace, stirring something in the flames and hot coals. McCullen began to sweat, he was close enough to the furnace that he'd never felt such heat even in his native Scotland.

Unnoticed by virtually everyone else in the room, a young priest began muttering in Latin.

"James McCullen," intoned an officer, his French clipped and with a southern accent, standing at the far side of the room, "you have been found guilty of treason against our good King Louis the Thirteenth. You have been discovered selling the same military arms to our enemies even as you have sold them to our lord. Do you have anything to say in your defense?"

"Only that if your stupid cur of a king had a brain he would have known that a man selling weapons can't choose sides in a war," McCullen snarled back, stubbornly speaking in English. He'd be damned if he spoke their language back to them after what they'd done to him. "Louis is a bloody wanker who murders his own allies! I should have charged him double!"

The officer stepped forward, his face twisting into a snarl. "You conspired to overthrow the Crown with the enemies of the king!"

"Those careless idiots offered me a chancellorship in the new government, because unlike your simpleton king, they knew what I want. It's one thing to sell arms, but it's quite another to have the power to control the wars! Clan McCullen is more powerful than any of you maggots can even imagine. It has survived for three hundred years, and nothing you do to me will stop our survival," he continued angrily, his dark eyes boring into the French officer. "Even if you kill me, my legacy will live on in my sons, and they will continue to rise long after I am gone. As will their sons, and God willing, their sons as well. They'll make it so that you need our weapons, that you'll need to deal with the devil, or you'll face enemies better armed than you! Without the weapons of Clan McCullen, you'll end up throwing _rocks_!"

The officer never moved during McCullen's outburst, never twitched an eye. That sneer stayed on his face the whole time.

"Since you have no defense, the sentence is to be carried out forthwith," declared the officer.

McCullen laughed. "Come on, then! Kill me! And I swear my sons will make France pay for this! This will not end with my death!"

The officer stepped away from the wall. If anything, his sneer became wider, and cruel amusement showed in his face. McCullen barely noticed the man at the furnace grasp something in the coals with a set of large tongs.

"Oh, no, _Lord_ McCullen," said the officer snidely, "we're not going to kill you. We're going to ruin you. We will make an _example_ of you."

McCullen turned to a sizzling sound, and saw what the man at the furnace was pulling out of the coals.

A red-hot mask of iron.

"James McCullen, you are hereby condemned to wear this mask for the remainder of your natural life," declared the French officer as the mask came ever closer to its target. "No man, woman or child shall ever again have see the face of treason. As well, for your treachery you shall henceforth be known as Destro, the Destroyer of Nations."

McCullen was struggling with all his might against his bonds, but he was unable to move more than an inch, certainly not enough to escape that burning hot mask.

"No!" he yelled, over and over again, as if the word had the power to keep that mask at bay.

The mask approached, and another man used a set of his own tongs to help manipulate it to McCullen's face. The heat was unbearable, and McCullen strained with all his might to stay away from it. But the red-hot iron soon surrounded his face, and he could feel his skin burning away.

McCullen screamed in agony. The mask was bolted into place even as the skin of his face and neck continued to burn beneath the iron. He fell to his knees, writhing in pain, screaming and begging.

He only distantly heard the sound of gunfire, and the screams of men. Curses and orders in French drifted in through the small windows. He could see the French officer rush to one of the windows and look down into the courtyards.

"We're under attack!" he cried and began reaching for his pistol.

The door to the chamber crashed open and men in breastplates and rifles and four-barreled pistols rushed in, weapons ablaze. The two guards went down with at least three bullets in each of them, while the man at the forge took a bullet to his head. One of the new men tossed a metal ball at the officer. The grenade exploded as it hit him in the chest, vaporizing the upper half of his body. The priest tried to run and received a bullet in the back for his efforts.

"Lord McCullen!" said one of the men, and McCullen weakly pushed himself upright.

Men quickly surrounded him and worked at freeing him from the chains and manacles. McCullen managed a painful smile of relief. He recognized the men around him; his personal guard from Scotland. They had crossed the Channel and assaulted a prison in the middle of Paris to rescue him.

_The fruits of loyalty_, he thought with pride.

"Come, m'lord," said the captain of his guard, "we've managed to eliminate the guards but it won't be long before more French soldiers arrive. We have carriages ready to take us to Calais, where a ship is waiting to bring us home. We'll get this mask off of you once we're safely away from here. Help our lord!"

Two of the guards immediately grabbed McCullen and helped him to his feet, half-dragging him out of the prison.

* * *

_**CALLANDER, SCOTLAND – 1641, One month later**_

James McCullen X hurried out of the manor as he saw the carriages approach. The guards had either returned with his father, or they were bringing news of his father's death. Two of his brothers stood with him at the main entrance, waiting eagerly.

The eldest son, James X had inherited his father's height and breadth of shoulders. At seventeen years of age, he was still fresh-faced and healthy.

Guards started descending from the carriages, and then from the one in the center a thin man stepped out, his face enclosed by an iron mask. But James X would know his father anywhere, and ran to greet him.

"Father!" he cried out happily, "You're alive! I will contact the craftsmen and have them get that mask off you immediately."

"No James," came his father's calm voice, "there will be no removing this mask." At his son's uncomprehending look, McCullen continued. "It was red-hot when they put it on. My skin is gone. But the French thought that this mask would be a disgrace. Instead, it shall be a badge of honor. My son, when you take command of our clan, you shall forge a mask of your own, and so shall your son, and all the sons of our line who lead our clan. This mask shall be our symbol.

"My guards I shall call the Iron Grenadiers, for the weapons they used to free me from Paris. One day, my son, we shall have vengeance against the French for what they did to me. Never forget that, and don't ever let anyone of our line forget to punish the French at every opportunity. But also let this mask be a reminder, James: Do. Not. Get. Caught."


	2. Chapter 1: Primary Contact

Here we go with the first official chapter. Again, please provide me with reviews as they will push me to continue updating my stories. Thank you… and enjoy.

* * *

Name – McCullen, James XXIV

National Insurance Number – Classified by NATO to prevent identity theft

Primary Specialty – Weapons Design & Development

Birthplace – Callander, Scotland, United Kingdom

The undisputed master of the Military Armament Research Syndicate (MARS), the world's most advanced company in the field of weapons development in the world. Its sole owner and controlling officer, James McCullen is a brilliant weapons designer in his own right, many of the products made by MARS have been his creations. His work with NATO has provided MARS with legitimacy in every corner of the world, and McCullen has no hesitation about selling to any nation that can afford his products. He believes in law and order, and does not sell to terrorists, allowing NATO to overlook the sales to some of his more distasteful clients.

* * *

_**BRUSSELS, BELGIUM – NATO COMMAND, The Not-Too-Distant-Future**_

"War used to the be the exception. A violent, unnatural period that interrupted the peace and quiet of the world. No longer. Now it has a life of its own, a living, breathing organism. Constant and unavoidable. Tragic as they are to fight, wars _must_ be won. But to fight a war, you need the right weapons. Weapons of the future, gentlemen. That is what is needed to prevent future wars from being as bloody and as chaotic as the wars that have come before. Next-generation brilliant weapons, advanced personal weapons and armor for infantry, and weapons that defy imagination. Those items and more are what the Military Armament Research Syndicate is here to provide."

James McCullen XXIV stood at the podium, with an array of video screens behind him, and an assembly of NATO generals sitting before him. Dressed in an expensive and immaculate Armani suit, McCullen knew that his audience of more than twenty generals from almost as many nations was captivated by his presentation. One only had to count the number who were leaning forward, resting their elbows on their legs instead of leaning backwards.

McCullen was a man in his early forties, with a slender build and slicked-back brown hair. But due to a rigorous exercise program he was as fit as any soldier, and his hours of arms training each week made him capable of utilizing any military weapon and any of his own creations that were in his armament. Some of the latter hadn't even been yet made available to the rest of the world.

"MARS Corporation has spent the last two hundred years on the cutting edge of weapons research and sales. And for more than two hundred years before that, my ancestors were the greatest creators and distributors of weapons in the world. Gentlemen, I wish to present to you our latest breakthrough, designed by my researchers who were able to do so with a little bit of NATO financial aid…"

He paused for a moment to allow for the expected chuckles.

"I present to you nanite warheads!"

McCullen swept an arm backwards to one of the screens, which depicted a small warhead with a clear polymer casing holding a green gel.

"Each nanite is a self-contained robot smaller than a human skin cell," McCullen explained, "and therefore each one can perform its appointed task independently of others. Doctors have experimented on using nanites to isolate and kill malignant cells in those suffering from otherwise inoperable cancers, but at MARS we have modified them to eat anything they're commanded to. Such as metal. Please observe as this M-1 Abrams tank is hit by a nanite warhead."

The screen showed a tank rolling along in a desert area, and a man with a rocket launcher on his shoulder firing at the tank. As the warhead hit the tank's armor, the clear polymer shattered and unleashed its contents. Immediately, a green mist seemed to envelop that area of the tank, and within seconds the metal was gone, and the mist began to spread over the rest of the tank. Less than thirty seconds later the entire tank had disintegrated and the lone driver inside fell to the ground, unharmed.

"Each of these warheads contains seven million nanites and has the ability to eat anything from a single tank to an entire city."

The screen changed to a CGI rendition of a nanite hitting a skyscraper, and the green mist of nanites beginning to flood and destroy the entire city.

Unseen in the back of the audience, a two-star general of the US Army leaned forward.

"Once the initial target has been destroyed the nanites will continue to eat the closest source of metal they can detect," continued McCullen, "and thus can spread throughout a city if need be. Once unleashed, the nanites will not stop… _ever_. The launcher automatically activates an individual kill switch unique to each warhead that will deactivate all of the nanites that were contained within that specific warhead, thus preventing any unwanted destruction. Weaponization of the nanites takes place on-site, not during transport, thus posing no danger of accidental release until such time as the warhead is ready to be used.

"I want to thank each officer in this room for your generous funding on behalf of NATO which has allowed MARS to develop these weapons to better safeguard the western world, and to allow you to destroy the weapons and vehicles of your enemies without the worry of harming civilians. Your first order of four warheads will be shipped from the MARS research laboratory in Kyrgyzstan, and will be transported by a elite NATO team tomorrow morning. Thank you."

Generals from across Western Europe rose and applauded, and McCullen waved at them in appreciation. He didn't notice one US general in the back slip away from his seat. After a few moments of applause, McCullen stepped away from the podium and into the back. He began making his way down to the hall to his waiting limo.

"Mr. McCullen," called a voice.

James McCullen turned around to see a US Army general walking towards him. The man wasn't very tall, but he had broad shoulders, a square, serious face and rows of impressive medals on his chest. He was followed by a tall, svelte, beautiful blond woman in her Army dress uniform. Strangely, hers was not an American uniform. At a quick guess, McCullen thought it was Swedish.

"That's right," he answered the general, "and you are?"

"General Clayton Abernathy," answered the man, giving McCullen a firm handshake, his eyes never leaving the Scot's.

"Ah yes, I've heard of you. The Tomahawk, if I recall. They say you're as frightening in a briefing room as you are on the battlefield. Well what I can do for you, General?"

"I'm concerned about these warheads of yours," said Abernathy, his voice firm and without even a flicker of hesitation. "You said they're being shipped from your facility by a NATO team. Now more than twenty sets of ears know where those warheads will be and when."

"General," said McCullen with a slight chuckle, "every set of ears in that room has top-level security clearance."

"And you and I both know how much that's worth. If you've heard of me, then you know that I've made a career of showing up where I need to be, whether I've been ordered there or not. Frankly, I'm concerned this weapon is a very tempting target for more than one hostile power, including terrorist groups as well as enemy nations," explained General Abernathy. "Don't you think that a small unit like that is going to be overwhelmed by a serious force? Now I command an elite international entity of the best soldiers in the world, and I can guarantee that those warheads will never be in safer hands. And you're going to need us."

"I appreciate your concern, General," said McCullen, beginning to walk away, "but part of my contract is delivery, and I take it very seriously. I have every confidence in the group transporting the warheads, as I've worked with them before and they've been preparing for this mission for the last five weeks. I don't think they can get much safer. This is no time to play catch-up and get a piece of the glory, General.

"By the way," he added, stopping in his tracks and turning to look at the American general, "what did you say your unit was called?"

Abernathy's grin was sly and knowing. "I didn't. Thank you for your time, Mr. McCullen. Just remember, my people can handle any situation. And they're always ready."

McCullen nodded once and strode away, all the while feeling General Abernathy's eyes and sly grin at his back. Once McCullen was out of earshot, Abernathy spoke over his shoulder to the blond woman.

"Make the call, Cov," he ordered, "have Team Alpha get prepped."

Nodding, the young woman pulled a cell phone from her uniform and hit the speed dial.

* * *

_**KYRGYZSTAN – MARS RESEARCH FACILITY**_

"All right, everyone, listen up!" called Captain Conrad Hauser, "NATO wants the best of the best, so that's why we're here. The nanite warheads are being prepped for transport. We're to bring them out of the mountains, and we will rendezvous with Group Two at forty klicks past the mountains, who will escort us to the Air Force base, at which time the warheads will be taken out of our hands.

"Apache's. I want one a half-mile in front of the convoy at all times, the second is to remain a half-mile behind. I want Panthers front and back, with the Rhino in the middle carrying the package. Keep a tight formation. Any questions? Good. Detail attention! Fall out, boys."

Hauser looked over his men. He was blond-haired, blue-eyed, a poster boy for good old Midwestern values, he knew. His M-16 was slung over his shoulder, and he began double-checking his web-gear to make sure he wasn't missing anything.

"Good speech, man," said his second-in-command, Lt. Wallace Weems. Weems was also a Midwesterner, from Ohio. A tall African-American with what others generally considered a goofy grin, Weems saw life with a bit of a devil-may-care attitude, but Hauser had fought alongside him for more than five years.

"You give good speeches, and you're a damn fine shot man," continued Weems, "but just remember you still ain't the Duke."

Hauser glanced at his old friend out of the corner of his eye. If Weems wanted to tease him about a nickname Hauser had picked up during Basic, then so be it. He could give as well as he got.

"Hey, at least I know how to open my parachute, Ripcord," he replied with a grin. Weems had the decency to grin in return. It had been really embarrassing during their Airborne school when during training Weems hadn't been able to find the release for his parachute. The nickname Ripcord had stuck with him ever since.

"Captain Hauser?" said one of the scientists, and the two men went over, another scientist handing a briefcase to Weems. "Mr. McCullen requires your signature for your receipt of the warheads."

"Sure thing," replied Hauser, signing.

"These things aren't gonna explode on us, right?" joked Weems.

The scientist looked serious. "They're not weaponized yet, and the kill switches are inside, but all the same… well, I'd avoid potholes, if I were you."

The grin on Weems' face vanished as Hauser handed the paperwork back to the scientist, who turned and gave them a passing "Good luck" over his shoulder.

Weems turned around and saw one of the troops passing by.

"Hey Bill, be a friend and load this up in the Rhino for me," he said with a grin, quickly handing the briefcase over. He saw Conrad watching out of the corner of his eye, smirking and shaking his head. Weems then turned back to the rest of the troops. "All right ladies, mount up!"

* * *

The mountain region of Kyrgyzstan was very pretty, Weems decided as he drove the lead Panther along the winding road. He kept checking ahead of him for the Apache overhead, and reviewing his rear mirror for the rest of the convoy. He grinned slightly, remembering the teasing back and forth between him and Conrad as they'd set out about the code phrases.

_If I ran things,_ Weems had said.

_Rip_, Conrad had interrupted, _if you ran the Army we'd stay up all night, fill our canteens with tequila and call each other "Bro."_

_Yeah, but we'd be badasses_, Weems had insisted.

"Hey, Conrad, you know I've been thinking," he said finally.

"You know I've warned you against that," commented Hauser blandly, not looking up from the map he was reviewing.

"Where are we gonna transfer to when this tour is up?" continued Weems as though his friend hadn't said anything. "I'll tell you what we're gonna do."

"Don't say the Air Force," said Conrad tiredly.

"The Air Force," replied Weems emphatically.

Hauser alternated between nodding his head in reluctant expectation and then shaking it as his friend.

"What did I say? I thought we were done with that discussion," said Conrad, shaking his head.

"No, _you_ were done with it, not me. You know that I got plans," continued Weems, not noticing that Conrad was mouthing the words as he spoke, "I've been flying since I was thirteen years old."

"I'm not sure your dad's cropduster in Ohio counts as hours logged," interrupted Conrad.

Wallace continued as if he hadn't heard his friend. "I'm talking jets, man, _jets_. I've wanted to fly forever, and every time we're on leave I qualify for flight status on every bird in our forces."

"Really? I didn't know that. Not like you haven't told me a dozen times," commented Conrad mildly. "Look, you want to get into the air? I'll buy you a trampoline when we get back stateside."

"Look man, we've done nearly ten years in the Army," reasoned Weems, "I just think it's time to see if the grass really is greener."

"You know Rip, this continues to be the dumbest idea you've ever come up with, and believe me, that's saying something."

"I want you to come to the Air Force with me," said Weems.

"I don't want to join the Air Force, Wall," replied Hauser.

"Why not?"

"Because I like being where I am!" answered Conrad, barely keeping his temper under control. "I like being on the ground and staying in the fight! Not flying over it!"

He glared at Weems for a few moments, almost daring his friend to say something, but wisely, Weems decided to keep quiet. Hauser turned back and turned his attention to the map again.

After a few moments, Weems broke the silence.

"I've already submitted my papers for transfer," he said simply.

Hauser raised his head, then looked out the window. Both men were silent for a long while.

* * *

Dusk was settling on them, and the sun was sinking down into the mountains. Captain Hauser was watching the road, as they had entered a lightly wooded area.

"All right, boys, keep alert now," he ordered, "go to nightvision as needed."

"Roger, Pioneer One switching to nightvision now," replied one of the Apache pilots.

"Pioneer Two going NV," acknowledged the other.

The convoy's speed had dropped considerably now that they were now off what passed for the highway.

_Why is it someone always wants us to go through the scenic route?_ wondered Hauser.

"Hey 'Rad," said Weems suddenly, "weren't we supposed to meet up with that advance recon team at forty klicks?"

"Yeah, why?"

"Because we just passed forty-two," replied Weems. The two men looked at each other, and Weems cursed.

"Eyes out! Eyes out! Look alert, everyone," ordered Hauser, "we've passed our scheduled meeting. Apache's, you see anything from up there?"

"Negative, sir," replied the pilot in front of the convoy, "nothing on radar and no one on the ground. There's no one up here but us."

"Confirmed, sir," said the other pilot.

"Apaches, converge with the convoy, I want you both directly overhead," ordered Hauser.

"Copy sir, wait a minute… what the hell is that?"

There was a high-pitched buzz and whine, then the cry of "Holy shi-" over the radio. An explosion rattled the Panther and a fireball erupted in the sky almost over their heads.

"Look out!" yelled Hauser.

The fiery wreckage of the Apache crashed in a heap only a few yards ahead of their vehicle, exploding and sending shrapnel in every direction. The two men began looking around and spotted the culprit in seconds. A dark shape, like the central part of an aircraft but without wings twisted into view, hovering in place like a shadowy dragonfly.

"That's a _Typhoon_, 'Rad!" yelled Weems, "Next-gen shit!"

"Apache, light it up!" ordered Hauser.

"Bring that asshole on the ground!" added Weems.

Tracer fire lit up the night sky, hammering into the strange craft. But it seemed to have no noticeable effect, forcing the gunner to release a pair of missiles. They closed in on the shadowy craft, but it unleashed a burst from its own machine guns, blowing the missiles out of the air. Then twin blasts of concussive energy shot out from it, blowing apart the other Apache. It crashed into the road behind the convoy.

"They've blocked us in, man!" yelled Weems.

"Fan out! All units fan out!" yelled Hauser into his radio.

One of the Panthers began to make a break for it through the woods, but the Typhoon slid and twisted through the air, blasting at the vehicle and turning it and the men inside into a fireball.

"I want SAMs on that thing!" yelled Houser, "Light him up!"

The Panthers opened up with their own .50 caliber guns and the Rhino fired a pair of rockets at the craft. The black craft ignored the gunfire, and let out a stream of tracer fire at the two rockets, blasting both out of the air before they could make contact. Two blasts of energy hit the ground next to the Rhino, and the shockwave sent the multi-ton vehicle spinning into the air, crashing upside down nearly a dozen yards away.

The rest of the panthers continued to let loose with their .50 caliber guns to no effect, as the Typhoon circled around, firing a few more blasts. One of which streaked towards Hauser and Weems' vehicle.

"INCOMING!" yelled Conrad.

The blast hit the ground just under the rear wheel of the Panther, sending it into the air and flipping it over. It came crashing down into the ground upside down.

Conrad shook his head as the world stopped spinning, then turned to Wall.

"You okay?" he asked.

"Yeah," replied Weems with a grimace, "but my leg is pinned. What the hell is going on?"

The craft then gracefully descended to the ground, and a door on the side opened.

"This can't be good, Duke!" yelled Weems.

Several figures emerged from the craft. They walked stiffly, as if wearing full body armor, and they carried rifles that Hauser couldn't recognize. Helmets that looked like skulls completely enclosed their heads.

The remaining soldiers… less than a dozen… were waiting for the skull-troops, and opened fire on the figures as they approached. Sparks flew as bullets made contact, but they didn't seem to slow down newcomers, much less stop them. The enemies returned fire, their bullets ripping through the NATO soldiers.

The constant fire prevented the NATO soldiers from noticing the beautiful, raven-haired woman in a black leather skinsuit and dark glasses step out of the aircraft. She surveyed the carnage without a reaction, then focused on the overturned Rhino. With two of the troopers at her side, she made her way over without hesitation.

"Come on, we gotta get in this fight!" said Conrad, dragging Weems out of the Panther. He pulled his injured friend from the vehicle and hauled Wall onto his shoulders, hurrying away from the battle.

"They're after the warheads, bro!" cried Wall, "We gotta get to them first!"

"I gotta get you outta here first!" insisted Hauser, heading for a clump of trees and shrubs away from the fighting.

The explosion of another one of the vehicles drew Hauser's attention enough to see the raven-haired woman stepping out of the Rhino with the briefcase containing the warheads in hand. He scowled as he realized the woman had seen him, as well. She then turned and began walking in the other direction.

"Hey Duke? If I die…"

"You're not gonna die Wall," Conrad insisted, "not on my watch!"

"I just want you to know… you never could run worth a damn," commented Weems.

"Jesus, Rip."

"I'm just sayin' it would be nice if you could maybe move a little faster."

Conrad dropped his friend to the ground, and not as gently as he might have otherwise done so.

"Stay here, I'm getting that package!"

He ran back into the fight as fast he could, dodging blasts of energy and the occasional, sporadic gunfire. A few choice curses about the Air Force escaped his lips. He had just spun around a tree, when he came face-to-face with one of the enemy troops, the barrel of the enemy's weapon less than three inches from Hauser's eyes.

"Goodbye," snarled the trooper.

But before he could fire, the woman grabbed the barrel of the rifle and pushed it down.

"Hello Conrad," she said in a soft purr, with a very familiar accent.

"Ana?" he gasped in surprise. Then his jaw dropped open as the woman touched her glasses and they instantly became transparent, revealing a face he hadn't seen in years.

"Been a long time," she said mildly. Then without warning she lashed out with a kick across Conrad's face that knocked him to his knees.

As he shook his head to clear the ringing in his ear, she commented, "Now you have to admit, you really had that one coming. Kill him."

Conrad looked at the skull-faced trooper, who aimed his rifle at Conrad's head. Then he heard the whine of an engine, and couldn't help but look up, expecting another craft full of enemies. But this was a different craft, longer and wider, with a pair of broad wings and a horizontal tail.

Suddenly, Conrad could make out a dark shape in the night sky, and looked like it was hurtling right for him. The glint of light in the shape looked almost like a… a sword.

The shaped barreled headlong into the trooper, sending them both crashing into the ground. But an eyeblink later, the dark shape sprang and twisted, and now Conrad could see what it was.

It was a man, tall and powerfully muscled, wearing a black armored bodysuit, mask and a visor, all in black. A red symbol on the man's upper arm was the only color that Conrad could see. A sword was in the man's hand, its razor-edge gleaming in the moonlight.

The man suddenly exploded into motion as three of the skull-faces surrounded him. Conrad could only watch, amazed, as the warriors who had shrugged off bullets had their throats and arms and legs slashed open with that sword. There was not the slightest bit of wasted movement; no flair or showing off. Each movement was intended to strike at a vulnerable target. The man finished off all three in a heartbeat, and then glanced down at Conrad. A bush rustled just before another skull-face leapt out, rifle at the ready, but the dark man drew a pistol and fired it through the warrior's eye in one smooth motion. Then the man hurried off towards the other skull-faces.

He hadn't been on the ground for more than six seconds.

Conrad sat there, astounded. He'd never… _ever_ seen a human being move that fast.

The unmistakable sounds of a zip-line drew his attention from the dark man, to watch as a beautiful red-headed woman and another man came down a rope dropped from the aircraft. The woman had what looked to be a crossbow pistol with laser targeting, and was firing a series of arrows that pierced the facemasks of the skull-faced troops. The man was smaller than she was, his suit was flashing with lights and a small headpiece held a holographic viewscreen over one eye, and his rifle spat one fiery bullet at a time. His bullets, however, seemed to pierce the chest armor of the skull troops without a problem.

Conrad finally came back to his senses, scanning the area for Ana, and he saw her halfway down a hill, running with the briefcase in hand.

"Ana!" he yelled as he got to his feet and chased after her. He ran past the dark man with a sword who slew another pair of skull troops with ease.

As he chased her, Conrad saw a line of skull troops ahead of him, far too many for him to get past. Then a line of tracer fire mowed through the first trooper, then the second, and then the rest of them. Conrad spared a glance at the sky and saw a powerfully-built black man holding a damned mini-gun that was spitting out thousands of rounds. Once the line of troops were down, Conrad continued after Ana. Answers could come later.

She was quick, Conrad would give her that, but he was faster… a lot faster. He soon caught up with her and tackled her from behind. Ana swung the briefcase at his head, but Conrad dodged backwards, then wrapped his arms around her, struggling to get a hold of the briefcase. Ana threw her head back, catching him just below the nose, but he was able to get a grip on the case and wrenched it from her hands, sending it rolling down the hill.

Ana drove her heel into his upper chest, knocking Conrad back and driving the breath from his lungs. She scrambled back to her feet and made a direct line for the case. But a line of machinegun fire forced her to halt, the massive black man with the mini gun standing on a small platform on the side of his aircraft.

"Don't make me shoot a woman," he called to her loudly.

Ana glanced around, then turned and in ran in a different direction, trying to get to the case from a different angle. The aircraft rose higher into the air to turn to the rest of the battle. Finally catching his breath, Conrad chased after her. Just before she made it to the case, Conrad was able to get just a little bit ahead of her, then he drew his pistol and aimed at her head as she stopped in her tracks.

"Don't make me shoot you," he warned.

She looked at him with those cold, dark eyes. He wondered what had happened to make them so cold… they weren't the eyes he remembered.

"Can you do it, Conrad?" she asked, that accent of hers making him shiver, just like it always had, though it was thicker than he remembered. "Do you think you can shoot me?"

She took another step forward and he took one back.

"You're not going to get the warheads, Ana," he insisted.

She shook her head slowly. "There's only one way to stop me, Conrad. You know that. You know I never stop once I have a goal. Are you ready to kill me? I'm right here. I'm going to get that case from you, if I have to take it from your dead fingers."

Conrad cocked the hammer back, and he noticed that his hand was shaking. At a distance of three feet, it wouldn't make a difference, but he couldn't remember the last time he'd had to consciously steady his hand.

She smiled at him. "I win," she said simply.

His eyes narrowed, but before Conrad could say or do anything, he felt a hard blow to the back of his head and he dropped to his hands and knees. One of the skull-faced warriors circled around to stand next to Ana, and Conrad saw Ana's hand reach down for the case… but a six inch long arrow imbedded itself into the ground between her hand and the case.

"Freeze!" he heard a woman yell.

But Ana was already running, her strange aircraft hovering just a foot or so over the ground. Conrad staggered to his feet, rifle in one hand and case in the other, watching as Ana's craft flew off, with her and the rest of the surviving skull troops.

Footsteps sounded behind him, and Conrad grabbed the briefcase, spinning around to aim his rifle at the others. The massive black man, the small man, and the red-haired woman were all behind him, weapons up and ready.

"Stand down! Stand the hell down!" he yelled at them.

"Put your weapon down soldier," ordered the large man, "we're not the enemy."

"Your weapons pointed at me don't exactly make you friends now, does it?" retorted Conrad.

"Relax, Captain," said the woman, "we're on the same side, but we need you to hand over the case."

"Yeah well I normally don't trust a bunch of people aiming weapons at me," he shot back. "I don't know you, and I sure as hell don't know who they are. But until I find out, I'm not lowering anything or handing anything over."

"If it weren't for us you'd be back there with the rest of your boys," said the large man.

"Please consider your position, Captain," said the smaller man, "you're outnumbered and you have no cover if someone were to begin shooting."

Conrad had no reply for that, because the little guy was right. All three of them carried themselves like professional soldiers, even the woman, and they all had weapons pointed at his head. Even if he took a shot and got one of them, the other two would kill him before he could shift targets.

"But you didn't count on his backup," came a new voice, and Conrad turned around enough to see Wallace taking cover around a tree, his M-16 trained on the group.

The woman smiled. "And you didn't count on ours."

Weems wondered what she was talking about, until cold, _sharp_ steel rested against his throat. Slowly glancing back over his shoulder, Weems saw a powerfully-built man that looked like a shadow come to life, holding a sword over his shoulder as it pressed against his neck.

"All right, hold on," said the small man, who let his weapon drop and pushed it around to his back. "Someone wants to have a word with you."

He then reached into a pack, pulled out a new device and stuck it down into the ground

Conrad realized that Wall had moved to stand next to him, the shadow man still holding his sword to Wall's neck.

Suddenly the device in the ground flashed and a life-size holographic image emerged. The man it portrayed was in urban combat fatigues with a black shirt and black beret on his head. Two stars decorated his shoulderboards.

"State your name and rank, gentlemen," said the hologram, eying both of them very carefully.

"You first," shot back Conrad.

The man smirked as he looked them over, but it disappeared quickly. "My team just saved your life," he pointed out, "this is the part where you get to say 'thank you'."

"Those aren't exactly the words that come to mind right now," Conrad said irritably. "We weren't told to expect any additional support on this mission, so you might want to tell your team to stand down."

Weems would have loved to add his own comment, a turkey shoot came to mind, but the sword against his throat hadn't relaxed in the slightest.

"Who are you?" asked Conrad.

"My name is General Clayton Abernathy," answered the man, "but you probably have heard of me as…"

"General Hawk," finished Conrad, amazement creeping into his voice. "You commanded CENTCOM, then NATO Forward Command."

The man nodded. "That was my previous job. I'm in a whole new outfit now. Now I run an elite unit that happens to have saved your life."

The smaller man stepped forward with what looked like a PDA in his hand.

"What are you doing? Step back," Conrad warned him.

"Relax," said the man, "I'm turning off the tracking beacon in the briefcase. It's for our security as well as yours."

At this point, Conrad recognized the man had an accent that he couldn't quite place. But since the man was moving slowly, and the device he was carrying was pointed at the briefcase, Conrad decided to see what happened. A few moments later, after the man fiddled with the controls in his hand, he stepped backwards and turned to the larger man and the woman.

"It's deactivated, we'll be able to take it back to the Pit," he reported.

"Now what?" asked Conrad.

"Now you put down that weapons case and let us deliver those warheads," replied Hawk.

"No way. My signature, my package, my mission, sir. I carry them, I deliver them," insisted Conrad.

"Well seeing as how you don't have any transport out of that area and my people have you surrounded I don't think you have much of a choice, _Duke_," said Hawk, emphasizing Conrad's old nickname.

"Hey man, don't go acting like you know who we are," protested Weems, "you don't know us at all!"

He abruptly stopped talking as the sword pressed a tiny bit harder against his throat.

Hawk stretched out a hand to someone next to him, and a folder appeared in his hand. "You'd be surprised. Let's see, Wallace Weems, Master Marksman, Airborne qualified, joined ROTC at age seventeen, jet qualified and you apparently have trouble finding the catch for your parachute, _Ripcord_."

Weems had the good grace to look a bit embarrassed.

"Now if you two are ready to stop arguing, I'll let you make your delivery, Captain Hauser, but you seem to be short of transpo at the moment," Hawk told them. "As such, you're to accompany my people and they'll deliver you to me. Then we can figure out who these guys were that came after you, and who that woman was. Team Alpha, damn fine job. Get these two on the Howler and return home."

The hologram winked out, and as if that was a signal, all of the four mystery soldiers lowered their weapons. Weems breathed a sigh of relief as he felt the cold steel of the sword leave his neck.

Conrad watched as the small man seemed to speak on a headset radio, and the craft with the broad wings began to circle and descend towards them. The woman stepped forward, holstering her crossbow in a pistol holster.

"Your leg's been hurt," she said, looking at Weems, "do you need any help walking into the transport? Once we're airborne we'll be able to patch that up for you."

Weems could only stare awestruck at the beautiful woman in front of him. Her slim build, creamy skin, long legs, and a rack like you only saw in swimsuit magazines had him nearly hypnotized. Conrad tried to nudge him, but when Weems clearly wasn't getting the hint, Conrad spoke for him.

"He'll be fine, take care of him when we get into the air," he told her. "Now please tell me, where are we going?"

She smiled, and Conrad realized she was really achingly beautiful. "I can't tell you that yet, because that's classified. But we're going home."


	3. Chapter 2: The Pit

First of all, I want to extend my thanks to Karama9 and Ninja75 for your reviews. Karama, I am calling the machines nanites instead of nanomites. I had read a report, years ago on them, and the author used the term nanites and it always stuck with me. When I saw the movie and heard them say nanomites, I shook my head. Who's right? I have no idea. Just personal preference. Ninja, thanks for the support.

I forgot to put a disclaimer in the previous chapters, so… I'm not making any money from this. I own none of it. Good. We're done.

For those of you who are looking for some good Joe fics, I highly recommend both CrystalOfEllinon and TiamatV. Both have posted in the regular Joe area, and both are excellent writers. In fact, I will be borrowing small bits here and there from them. Nothing major, but there are a few points that stuck with me and I wish to include. If they read this, they'll recognize it.

Anyway, on to the next chapter. As always, thank you… and enjoy.

* * *

File Name – Hawk

Real Name – Abernathy, Clayton M.

Rank – O-8 (Major General, 2-star)

Primary MOS – Artillery

JOE Serial Number – 142-27-CM46

Birthplace – Denver, Colorado, United States of America

Qualifications – All NATO personal arms (Expert rating)

Original field commander and the man who assembled the GI JOE team, he was promoted to command GI JOE after the death of its first commanding officer, General Flagg. Graduate of West Point Military Academy with special honors. Promotions have been almost entirely for battlefield service. General Hawk inspires loyalty in the men and women under his command with his dedication to them and to their purpose. He considers GI JOE to be an entirely volunteer unit, and never asks of his troops what he himself would not be willing to do himself. This attitude has led, on more than one occasion, to the members of GI JOE following Hawk instead of the orders from their respective governments.

* * *

The aircraft was amazingly insulated against sound, considering there were four supersonic engines surrounding the fuselage. But inside it was quieter even than a commercial airliner.

The woman and the two unmasked men had stripped out of their black bodysuits, though they still wore dark colors. The woman and the masked man had then sat Weems down and were working on his leg. There was a deep gouge in it from a piece of flying debris that Conrad hadn't noticed earlier.

"Ow!" groaned Weems as the masked man stitched the wound closed.

"Are you telling me that hurts?" asked the woman with a challenging smile as she injected him with some painkillers, "I thought you Special Forces guys were supposed to be tough."

Weems flashed her his best smile. "Well we are, sweetheart. But that doesn't mean we don't have a sensitive side, too."

The masked man jabbed the needle into Weems' leg a little harder than necessary, drawing a small yelp from Conrad's friend. He then saw the woman smile affectionately at the masked man and shake her head.

Weems shook his head as the painkiller took effect almost immediately. "Wow, this is some primo stuff right here. Woo!"

"What kind of outfit is this anyway? It's not regular military, you're international," Hauser said at last. All four of them turned to him, but the masked man stepped to the side as he let the redhead finish his stitching of Wall's leg. The other two men had been standing apart, talking quietly to each other, but now they eyed Conrad.

"You're British," he said, looking at the black man who made Rocky Balboa look like a wimp. He looked at the smaller man. "Are you French?"

"Moroccan," he answered with a smile.

Conrad looked at the woman. "You sound like you have a southern accent. Georgia?"

She smiled and nodded. "Straight shootin', Duke."

"And where are you from?" asked the Moroccan absently. The viewscreen in front of his eye was scrolling through text that Conrad couldn't make out.

Weems laughed. "Hey man, you kidding? Duke wasn't born, he was government-issued."

"What about you?" Conrad asked, looking at the masked man.

The redhead looked at the masked man as well and grimaced slightly. "He doesn't speak," she said quietly.

"Why not?" asked Weems, his eyes rolling around the area.

"He doesn't say," replied the Moroccan with a grin as he unwrapped a stick of gum and popped it in his mouth.

"Yet you're all in the same unit," continued Conrad, "and one you can't even tell me the name of?"

The redhead smiled and shrugged. "They'd toss us out for telling."

"Duke, man" said Weems with a grin, "don't you get it yet? They're super-secret, Mission Impossible. This ship will self-destruct in thirty…"

"You're going after them, aren't you?" interrupted Conrad, "You're going after the ones who hit my convoy."

All except for the masked man glanced at each other, but the silence coming from them was rich with understanding.

"Then whoever you are and whatever unit this is, I want in," Conrad declared.

"That's not our call," asked the Moroccan, turning back to his viewscreen.

"I want in, too," insisted Weems, then he turned a suggestive grin towards the redhead. "That way we can spend some quality bunk time together."

The masked man's sword hovered an inch from Ripcord's throat even before Conrad heard the rasp from it being drawn. The man checked the angle of the blade, then slowly drew it up closer to inspect it. He reached over Weems to grab a rag, flicking it with an audible snap. Then he began cleaning the darkened blood off of it.

Weems gulped in understanding.

"Now where is this base we're heading to?" Conrad asked for must have been the third time.

"Look out the window," said the Moroccan.

Conrad looked out the window, but all he could see were endless dunes of sand. But… wait, were those the _pyramids_? They flew on for another few minutes past the pyramids, southwest, Conrad thought. Then the Howler slowed and hovered in place, then descended rapidly.

Conrad was thoroughly confused now. They were landing in the middle of the desert.

_Where the hell are we?_

The ground approached rapidly, then they sank below the surface.

_An underground facility in the middle of the Sahara Desert. Wow_, thought Conrad.

Finally, the craft slowed and settled down, and the four mystery people gathered their gear and stood near the door. The large black man was the first out the door, followed by the Moroccan, the woman and then the masked man. Conrad followed them out with Weems right behind them.

"Whoa," whispered Weems.

Conrad nodded silently, unable to stop staring around. They were in a massive hangar, with at least a dozen more Howlers like the one they'd arrived on sitting on the platforms. At least fifty mechanics and other personnel were scattered around. Standing in front of them was General Hawk.

"Welcome back, team. Damn fine job," he told them, patting the men on the shoulder and giving the woman a hug. A tall, gorgeous, svelte blond woman stood a few steps behind the general, who high-fived the black man and also greeted the redhead with a hug. "Well, Duke, Ripcord. I see you made it here in one piece. Welcome to the Pit. I've read a lot about the two of you in the last few hours. Follow me."

The two of them instantly fell in behind Hawk as he led them to an elevator platform where the rest of the team was already waiting. As soon as they were aboard Hawk nodded to the Moroccan and the platform began to descend.

"Okay, sir, look. I didn't 'steal' that Blackhawk, I was just borrowing it…" Weems began to explain, but shut up the moment Hawk actually looked at him.

"I've been the Army my whole life, and this is like no TacOp I've ever seen. Sir, what _is_ this place?" asked Conrad.

Hawk smirked. "Well, officially I can't tell you, because technically GI JOE does not exist. But if we did, it would be comprised of the best soldiers from the best military units across the globe. The alpha dogs. We would have begun six years ago, with ten nations signing the initial charter, sharing personnel, expenses, and intelligence. Now we have twenty-three nations working together. When all others fail, we don't."

The lift passed down into the next level, which shockingly looked larger than the first level. A massive water tank, at least three football fields across and six or more long was the main area on one side of the platform, and to the other was a desert and an urban obstacle course.

As they passed, they noticed an attractive brunette slipping into an outfit that fit her like a glove, and as soon as it was fastened, everything except for her head seemed to vanish in thin air.

"What is that?" asked Conrad.

"Next generation camo-suit," explained the redhead, "microscopic cameras record what is directly in front of them and project it onto the liquid screen. You become effectively invisible."

"Oh, man," said Weems, awestruck, "I _want_ one of those."

"The suit or the girl?" asked the Moroccan with a chuckle.

Weems shrugged.

"If you recall, Captain Hauser, we tried to recruit you about four years ago, but you turned us down," continued Hawk.

"I don't remember being asked to join any secret op unit," protested Conrad.

"It would have been after your operation in Thailand," explained Hawk, "a tall gentleman approached you after you tore up that bar while on leave?"

"Hey that's not fair," commented Weems in defense of his friend, "four years ago my boy had some issues. Hell, his issues had issues. And you'd have to be a bit more specific about which bar. My boy's torn up a lot of bars."

Hawk nodded. "Regardless. GI JOE recruits the best soldiers from every military branch in every participating nation, we equip them with state of the art weaponry and equipment, and provide them with the best training in the world."

They finally passed below the level with the water tank, which Conrad estimated was probably at least a hundred feet deep and then the platform came towards a third level. Most of this level was open, with ground vehicles of every kind imaginable. The platform finally came to stop on this level, and Hawk led the way, followed by Hauser and Weems, and the rest of the team.

Conrad and Weems noticed many of the people were walking about in the same armored bodysuits that the team had been wearing during the fight.

"That can't be comfortable, no body armor is that sleek," protested Conrad, "what's the trick?"

"Reactive liquid armor," answered the redhead, "several times better than Kevlar and less than half the weight."

"Who the hell can afford to pay for all this?" wondered Weems, his eyes constantly taking it all in.

The massive man gave him a single glance and said, smirking but with all the sincerity in the world, "Oprah."

Hawk led them to the end of the open chamber and down a corridor, then to the main control room. An upper ring of work stations ran along each side of the circular room, and a set of stairs led down to obviously the command area. Hawk and the others immediately stepped down the stairs, and Conrad noticed the masked man simply leap over the railing and down into the lower area.

"I suppose," continued Hawk, "that I should introduce you to the people that saved your life. Meet Heavy Duty, formerly of the British SAS, ordinance and heavy weapons."

The powerfully-built black man nodded once in greeting. Hawk then turned to indicate the smaller man who was already taking a position at one of the computer terminals.

"That's Breaker over there, came to us from the Moroccan Royal Guard, communication and electronics warfare," said Hawk, who then turned to the redhead and smiled. "This is Scarlett, she heads our intelligence operations. And that masked guy over there is Snake Eyes, the best damned silent commando on the face of the planet."

The masked commando nodded once.

"So who hit us out there?" asked Conrad to no one in particular.

The blond woman who'd come with them turned and gave him a look. "Currently unidentified," she told him with a Nordic accent.

"And how did that tramp in the leather get a jump jet like ours, Cov?" growled Heavy Duty.

The blond, Cover Girl, smiled at him. "If I knew that, don't you think that would've been the first thing I mentioned, HD?"

Scarlett leaned back into Snake Eyes' chest, even as he had his back against the wall of the stairs. "They've got financing, they've got weapons, and they've got the technological support. Plus they had the intel to know the exact route that the warheads were going to take, and even what vehicle they were going to be in. That reveals there's a hell of a lot of money that's been put behind them."

"Where would you have put the warheads?" asked Cover Girl.

"One of the Apache's," Scarlett answered immediately, "with standing orders to fly off and destroy the package if necessary. Keeping it in the most heavily armored vehicle was an open invitation to hit it with a mobile weapons platform like that Typhoon."

Conrad growled a little bit but Weems found himself nodding. It hurt his and his friend's pride, but he couldn't argue against sound reasoning.

"Well their capabilities are beyond anything out intel says is out there," commented Cover Girl.

"Which is the one and only reason why we got our asses kicked out there," insisted Weems.

Hawk then turned and faced Conrad directly as a technician handed him a sheet of paper. "Now that you've brought the warheads here to safety, the Joes will be able to take it from here. Your mission here is over, Captain. Breaker?"

"McCullen is standing by, General," he reported.

"We'll find her, and figure out exactly who her troops are before we take any further steps," Hawk said firmly. "Before we make a move, we'll make sure we know everything we can about her. After all, knowing _is_ half the battle."

"And the other half?" asked Weems.

Hawk smirked, but turned to Breaker. With a nod from Hawk, Breaker activated the holographic interface. A moment later a full-size image of James McCullen materialized in the room, then stepped right through Weems.

"Jesus!" cried Weems.

"Good morning, Mr. McCullen," greeted Hawk.

"Morning, General Abernathy," said the weapons designer in his Scottish brogue, "Most of the men that I encounter in my line of work have a tendency to over-promise and under-deliver. You seem to be the opposite. I see that you were right when you told me your team was the best in the world. Maybe I should have listened to you when you advised I use your team to guard the warheads."

"My men did everything they could out there," protested Conrad hotly. "Whoever attacked us had weaponry far more advanced than what's available on the market. A lot of good men died last night!"

"But not you, Captain," said McCullen, with a slight rise of his eyebrow, "you failed to keep the warheads safe."

"That mission was classified above Top Secret, so clearly, someone sold us out," Hauser continued, grinding his teeth to keep himself from saying something more that he might regret.

"I spent ten years and thirteen _billion_ euros developing those four warheads," McCullen said, seemingly looking down his nose at Hauser, "and your job was to protect them. I think it's time you accept that if not for General Abernathy, you would have failed. I think you need to turn things over to professionals, now."

Conrad bit the insides of his cheeks to keep from exploding in anger, and could feel Weems next to him tense up as well.

_Who does that weasel think he is? A lot of good men died last night,_ thought Conrad. He took a step forward but Wallace grabbed his arm.

"That's not an entirely fair assessment," said Hawk, his defending of them startling both soldiers. "Captain Hauser followed his orders to the best of his ability."

"Apparently that wasn't enough, was it?" retorted McCullen, casting a dismissing glance at Conrad. "What are your coordinates, General? I'll request NATO send a full company of special ops soldiers to retrieve and deliver the warheads this time."

Hawk smirked. "My apologies, Mr. McCullen. But I can't tell you that. It's not that I don't trust you… it's just I don't trust anybody."

McCullen's smirk matched the general's. "Are you sure you're not a McCullen?"

"I don't talk smooth enough for that, sir," replied Hawk.

"Oh I think you do just fine, General," McCullen complimented. "Now, so that the blighters that did this don't track you down, you'll need to disable the tracking beacon implanted within the case."

"We already did that," commented Breaker.

"Good man," McCullen said with a nod. "Does that mean you'll be able to deliver the warheads to NATO on your own, General?"

"Mr. McCullen, with all due respect to you and to NATO, I don't think it would be wise to expose the warheads quite yet," Hawk explained, "I have no doubt that the people who attacked the convoy will make another attempt for them. They didn't get them the first time, and I have a feeling they won't be giving up. We need to neutralize the threat these people pose before I'll feel comfortable moving the weapons."

McCullen nodded a few times, his brow furrowing in thought. "Sound reasoning, General. I was going to try and argue it with you, but I don't think I'll be able to come up with a good enough reason. In that case, I assume you'll allow me to check the warheads to see if any have been damaged?"

Hawk turned to Conrad and nodded, indicating to the table. Grimacing, Conrad stepped over to the table and laid the case on top of it. Breaker stepped up next to him, hitting a few buttons on a wrist-computer. The viewscreen in front of his eye flashed green for a moment then turned black and white.

Breaker looked up and down, scanning each of the warheads himself. He pulled back a little bit and looked at Hawk. "My scan says they're all intact, General."

McCullen turned to Hawk with a serious look.

"What's the code?" he asked McCullen.

"Five-two-nine-four-four-oh," replied the weapons designer.

Breaker punched the code into the sensor screen beneath the handle, then stepped back as the case hissed and the locks snapped open. He pushed the lid up the rest of the way and then stepped aside as the holographic image of McCullen came up next to the case, running his fingers over each of the warheads. The Joes were silent for several moments, all of them watching McCullen.

"Thank you, General," he said, stepping back, "I am quite satisfied they are still in perfect condition. Please keep me informed of your progress."

As the hologram of James McCullen winked out, Scarlett turned briefly to regard Snake Eyes. The commando gave a slow nod. She knew him well enough to imagine his eyes narrowed in thought behind that visor, could almost see the gears turning as he went over the possibilities.

"That was… odd," she muttered.

"What was that?" asked Hawk.

Scarlett shook her head, only just realizing that she'd spoken aloud. _Well, might as well get the rest of it out._ "Sir, there was something… just… _wrong_ with that conversation. Something about McCullen, I don't know, Hawk. Something about him made the hairs on the back of my neck stand up. Something fishy is going on. Maybe it's nothing, I could just be jumpy from the mission."

Hawk's serious face never changed, as he walked up to stand directly in front of her. Unconsciously, Scarlett drew herself up a little straighter and taller.

"Do you believe that?" Hawk asked quietly.

She swallowed a few times. She wasn't sure, but… Snakes had seen it too, and he could read people as well as she was able to. Hawk would accept whatever answer she had, and take it seriously.

"No, sir," she answered finally, "it's not a mistake, and I'm not just being jumpy. There was something off about McCullen. I don't know what it is, but I don't think we can trust him."

"The computers say his beta-waves were all over the place," added Breaker, "up, down, and sideways. He was using something to block our sensors, that is certain."

"Looks like McCullen's working an angle he don't want us to know about, General," commented Heavy Duty.

Hawk nodded. "Cover Girl, make sure that briefcase remains sealed. I want it brought to my office under a four-man guard. I'll keep it in the safe in my office."

"Yes, sir," replied the blond woman.

"General," called Breaker, "we've finished uploading the video feeds from the attack."

"Let's see it."

The main screen brought up an image of the ruined Rhino, with soldiers hurrying about, blasts of energy decimating the vehicles. Conrad realized that it must have been a camera installed on the Howler, as the image jostled every few moments, growing larger and then shrinking. Then the skull-faced soldiers marching towards the soldiers.

"Hold it!" ordered Hawk, "Focus in on the woman."

Breaker's fingers danced on the console, and the tiny figure grew to fill the screen, showing a beautiful raven-haired woman in a form-fitting leather outfit.

Unnoticed behind the JOE team, Weems' eyes went wide and he leaned towards his best friend. "Dude, that looks like…"

"Shhh!" interrupted Conrad.

The rest of the Joes were staring intently at the woman on the screen. Hawk's eyes narrowed. "She was the one in charge, without a doubt. Find out who she is. How long, Breaker?"

The Moroccan shrugged. "Can't say for certain, General. Best guess, tomorrow or the next day. Facial recognition software will identify her. I'll start out with the US database of known criminals and terrorists, then expand to Interpol and other European agencies. Failing that, we'll have to go through the infinity scanner. That could take days, possibly even a few weeks. We'll find her, but even our supercomputers can only analyze the data so fast."

Hawk nodded. "All right, keep on it."

"Yes sir."

"Infinity scanner?" asked Conrad.

"We have access to any photograph on any server anywhere in the world," explained Hawk over his shoulder.

"At some point everyone gets photographed," continued Breaker, turning slightly to glance at them over his shoulder, "ATM machines, airports, the crowd shot at a football game… Facebook. We'll find her."

Hawk then turned to regard the two men behind him. His face turned into something of a frown as he looked between each one. Cover Girl appeared at his side and handed him a electronic tablet. Hawk glanced at it, then turned back to Hauser and Weems.

"Per new orders from NATO, I am now the official custodian of the warheads. Your mission is complete.

"Normally no one is ever brought to the Pit until after they've passed our qualification tests and already agreed to the conditions of this assignment," Hawk explained to them, "that way the team's existence remains a secret. Now since the two of you know about us already, there's not a hell of a lot I can do about that. However, I'll arrange transport to take the two of you back to your base. But if you ever breathe a word about GI JOE, then I guarantee you a very, _very_ long stay in solitary confinement. Do we understand each other?"

"Perfectly," answered Weems.

"We want in," replied Conrad simply.

Hawk stepped in a little closer. "Maybe you don't understand how this works. You don't ask to join GI JOE. You _get_ asked, and you only get asked once. You turned us down."

"You scouted me four years ago, but I wasn't ready then," Conrad admitted, "I'm ready now. Let's have at it."

"I've lost men before too, Captain," said Hawk, "good men. But attempting to –"

"I know her," Conrad said quickly. He was very aware of the other Joes turning to regard him carefully.

"You know her," repeated Hawk, slowly, deliberately.

"You told us that knowing is half the battle. I know who she is. I know everything about her until four years ago," Conrad replied, pulling out an old, crinkled photo of himself and Ana. "The name she went by then was Ana Lewis. You let us on the team, and I'll tell you everything I know."

Hawk regarded him for a few moments, and Conrad had to fight the urge to squirm under that intense gaze. He could almost see the options being weighed in the General's mind; accept the offer, throw him out, have him shot, and a few others probably made it to the top five.

"Before we go any further," Hawk said slowly, and Conrad was very conscious of the eyes of the Joe team watching and evaluating him, "I need to know what I'm dealing with. A man looking to settle a score, or one who can put the mission before his feelings. Because the battlefield is the wrong place for the emotions I think you're dealing with. Can you kill her?"

Conrad swallowed. He'd been wondering the same thing. "If I had to."

"Chances are you will," said Hawk without a hint of remorse. "If you flinch, even for an instant… What I'm telling you is that unless you can kill her graveyard dead then you have no place on the JOE team."

"I can do it, sir."

"Then I'll make you a deal," said Hawk, "you tell us everything you know about this woman, and I'll give the two of you the chance to qualify for the JOE team. If you fail, you go home. If you succeed, you stay. But either way, you tell us everything you know. Do we have a deal?"

"Yes sir," answered both men in unison.

Hawk nodded, his mouth a thin line.

"Since you want in so badly, you'll be trained and evaluated by the best," he told them, "our senior warrant officer, Flint, will supervise your overall training, but your actual instructors will be Team Alpha. Until the time you either fail to qualify for the team or you return to a post outside of the JOE team, Conrad Hauser and Wallace Weems are dead. From now on, your names are Duke and Ripcord. Understood?"

"Yes sir!"

"Heavy Duty will supervise your weapons and equipment training. Breaker will work with you on the technologies available to GI JOE, and Scarlett will train you in hand-to-hand combat and supervise your marksmanship. Understood?"

"Yes sir!"

"Team Alpha," said Hawk, turning to regard the Joes, "they want to join the team. Make sure they work for it."

Duke and Ripcord suddenly felt very frightened at the delighted smiles on the faces of three Joes.


	4. Chapter 3: Enemy in Shadows

Okay, before I go any further, I want to say that at this point you are going to begin seeing some of the changes I have made to the movie's storyline. As a fan of the comics, I thought it was a travesty when the movie basically ignored almost 30 years of character development. This story will bring some of that here.

Ninja75, I know you said you were fan of the movie, so I hope you don't take offense to the changes that I'm making. Mistflyer, thank you for the review, I will do my best to continue to live up to the expectations that my readers have of me.

And now, on to the story. Thank you… and enjoy.

* * *

Name – DeCobray, Anastasia

Alias – Baroness

Personal ID Number – Unknown

Primary Specialty – Espionage

Birthplace – Munich, Germany

The daughter of wealthy aristocrats descended of German nobility, Baroness joined several radical groups during her days in university after the death of her older brother. She began undertaking operations against the government, particularly espionage and sabotage of government factories, as well as bombings against government buildings. She left Europe after being pursued by Interpol and smuggled herself into the United States. Changing her name to Ana Lewis, she adopted the persona of an ordinary American citizen, beginning a relationship with Conrad Hauser, a Captain in the US Army (see Duke personnel file). Her terrorism activities slowed, and she was eventually captured by the FBI. How she made her way out of prison remains unknown.

* * *

The quiet thrum of the small submersible's engines was overpowered by the angry voice of James McCullen.

"Your mission was simple!" he raged, "All you had to do was get the warheads away from that pitiful NATO team! I've spent five years setting this up. This was supposed to be the easy part!"

The raven-haired woman bore the name Anastasia de Cobray to the public, but with her comrades she preferred the moniker of the Baroness. She was still dressed in a form-fitting leather outfit, her heeled boots bringing her almost eye-level to McCullen.

"We should have done as I suggested in the first place and simply taken the warheads from your precious laboratory in Kyrgyzstan," she insisted, her German accent thick and husky, "we even could have given those pitiful soldiers some false warheads. At least then I could have contained the situation."

"You don't understand," McCullen said darkly, though his anger was under better control, "the warheads were checked by the soldiers, and even they would have detected fakes. The warheads had to be lost in transit or order to lay the blame fully on NATO. Having them lost from our facility would have NATO cutting funds quicker than we could blink. It _had_ to be NATO's fault!"

McCullen stepped closer to the Baroness, lowering his head until their noses were almost touching. "If I didn't feel for you like I did, then I would have had you killed already," he told her.

Baroness dropped her head to the side, a look of disgust on her features at her failure.

"What happened?" asked McCullen softly, "Did you hesitate when you saw him? Did you want to make sure he stayed alive?"

Her eyes blazed with anger for a moment. "What Hauser and I had four years ago is over. He betrayed me and left me. If I get the chance, I'll be happy to kill him myself!"

McCullen nodded, then stepped away towards a video panel.

"So how do you intend to retrieve the warheads?" asked Baroness, joining him in front of the screen, a low purr turning her accent even more seductive. "Those soldiers turned off the tracking beacon."

"So they did," agreed McCullen, focusing on a small blinking light in the middle of the Sahara, "but the code that I gave them to unlock the case turned on a secondary beacon on a different frequency. And that's where they took it."

Baroness looked at the spot on the video map and frowned. "The middle of the Sahara desert?"

McCullen nodded, smiling slightly at the ingenuity of his adversaries. "Indeed, the middle of the desert. There have been rumors for years of a secret project known as the Pit, the home of an elite international unit. Looks like the rumors were true. Those are Abernathy's people. That's where we'll have to go to get our warheads."

He looked to his side, seeing the Baroness in her tight leather stretched over her impressive bosom, tight over those hips and those slender legs, those dark red lips so inviting. He reached out to stroke her cheek… and his finger passed right through her holographic image.

She turned to regard him, cold amusement on her face. "If you were really here," she taunted, "I might just let you touch me."

"Soon I will be," McCullen replied certainly, "and then you can follow up on that promise."

Baroness smiled, but there was no warmth behind her eyes. "My dear James, that will have to wait. After all, I am still a married woman."

Her image winked out, and McCullen took a deep breath to steady himself. He was still amazed how even a holographic image of her was alluring. He found himself struggling to reduce the evidence of his lust.

"If you had sent me on that mission, we would have already succeeded," said a cold, soft voice.

McCullen turned around as another hologram activated, showing a powerfully-built Japanese man of medium height. His eyes were pitch black, his hair cut short and swept to one side as if by a strong wind. The man was dressed entirely in white; his silk shirt, pants, shoes and jacket were all white. He looked like a model, but McCullen knew that this was one of the deadliest men in the world.

"I'm still not sure how much I trust you, Storm Shadow," said McCullen, a smirk pulling at the corner of his mouth, "you don't work for me, you're only along to help our plans. So forgive me if I'm not about to trust you with my weapons."

"I have no need of your weapons," said Storm Shadow.

"Good, then we have nothing to worry about," said McCullen, although he could admit to himself that the Japanese man's smile frightened him. That smile never reached those cold eyes. "The point is I'm send you now. I'm going to have you and Baroness take however many Vipers you need to retrieve the warheads from the Pit. Meet her at her villa, and ensure her loyalty doesn't waver."

Storm Shadow bowed as his image faded.

The whistled tune of "He's a Jolly Good Fellow" drew McCullen's attention to the only other person physically on this vehicle. A tall man with his dark hair cropped close to his head, dressed casually in jeans, a black t-shirt and a beige sports jacket. There was nothing that appeared to be frightening about this man, except to those who knew his reputation. Zartan, the world's foremost master of disguise and infiltration. He was perusing a book, glancing at McCullen as the latter looked at him.

"American politics," said Zartan slowly, shaking his head, "Presidents, governors, senators… no wonder nothing ever gets done."

He tossed the book on the small table and leaned back in the chair, folding his hands behind his head.

"You have your main mission already, Mr. Zartan," answered McCullen, "which is to change that very fact. But I'll also have you go with Baroness and Storm Shadow. I'll arrange transport for you to meet up with the two of them."

Zartan only nodded and resumed his whistling as he leaned back into the richly cushioned seat.

* * *

The airlock hissed open at his approach and McCullen stepped from his own submersible transport into the massive underwater fortress. He still had to nod in appreciation as he entered; it was truly a marvel of engineering. Granted, more than half of the technology used in its construction came from MARS, but even McCullen had never thought of something this extensive.

Four of his own Iron Grenadier bodyguards stepped out with him, weapons held loose but ready. Even in the base of an ally, and one who McCullen had tied a good deal of his fortune to, they weren't about to be lax about his safety. But McCullen knew that it was merely show. If his partner wanted him dead, then there was no way he would make it out of this underwater base alive.

In the waiting chamber, McCullen watched the glass case in the middle of the room. A long snake crossed the container twice, easily ten feet long from nose to tip. He did his best to studiously ignore the dozen men who stood to one side, completely still and with no emotion on their faces.

"The King Cobra," came a raspy voice. McCullen turned to face the newcomer. A man of average height, wearing a dark blue uniform, combat boots and helmet with a full faceplate. "Fascinating creatures. Intelligent, with excellent senses and virtually no natural predators. Their venom can kill a man in a matter of minutes, attacking the nervous system. Pain, blurred vision, vertigo. Those symptoms are followed by paralysis, and a coma as the heart begins to stop beating. Respiratory failure occurs soon thereafter, and finally death."

"Charming," replied McCullen blandly, "but I don't think I came here to discuss snakes."

"Indeed not," agreed the man. "Your payment for the most recent purchase of weapons and vehicles has been transferred to your Swiss accounts, a total of ten million euros."

"A pleasure to do business with you, Commander," McCullen told him, but wishing he could stay a thousand miles away from the man.

He respected the man before him for the genius that the Commander displayed. McCullen had never even heard of the Cobra organization until he'd been approached by one of their agents. The first five million euro purchase of advanced weapons had convinced McCullen that Cobra was legitimate. The Commander had built his organization from nothing, financed it with pyramid schemes, theft, smuggling, drugs, contract murder, terrorist training, and any other enterprise Cobra could get into. From what he'd heard, it had only taken less than ten years, and he'd done it so quietly there wasn't even a whisper in the international community about Cobra's existence.

"And with you, Lord McCullen. Now, where do we stand on the transport of the nanite warheads?"

McCullen shifted uneasily. Suddenly he wished he'd brought a hundred Iron Grenadiers.

"My apologies, Commander, but the opportunity passed us by," he said carefully.

"What?" rasped the Commander.

"My agent led two dozen of your Vipers in an attack against the NATO convoy transporting the warheads," McCullen explained, "but another group joined the fight against the Vipers. They were better trained and better armed, and to negate the possibility of capture, my agent thought a retreat was a wiser move."

"The wiser move was to slaughter _everyone_!" exclaimed the Commander, his raspy voice sounding like a cheese grater was scraping against his throat.

"However, Commander, I was able to activate a secondary beacon, which has led to my discovery of the Pit. It is the base for an international military unit, led by an American general. I have already instructed my agent to take a Viper force to the Pit and retrieve the warheads. Storm Shadow and Zartan will accompany her, with your authorization, of course."

The Commander nodded. "Yes, that should be fine, as long as Zartan returns in enough time to go through with the nanite procedure. His participation is crucial to our success."

"I'll charter one of my own jets to bring him back if we must," answered McCullen. "Please forgive my curiosity, but how is your progress in your… _conditioning_ techniques."

"It is flawless," replied the Commander, "simply observe these men. They are the first group of our Neo-Vipers. By monitoring pain responses, psychological warfare techniques, torture, physical conditioning, and a variety of other factors, Cobra has succeeding in creating the perfect living weapon."

McCullen thought for a moment that Storm Shadow would probably disagree with that assessment, but he kept the thought to himself.

"The conditioning has completely eliminated any thought of oneself or self-preservation," the Commander continued to say, "and instilled in them the concept that obedience comes before life itself. They will obey orders without a thought to their own lives, nor any previous morals. They have the strength and speed of Olympic competitors, and skilled with virtually any weapon they can put their hands on.

"Utilizing your nanites, each Neo-Viper has been implanted with a colony of thousands of nanites, enhancing muscle tensile strength to be stronger, faster and more durable. The nanites are also designed to purge any toxins that enter the bloodstream, and enable the Neo-Viper to hold his breath for nearly ten minutes. But I can see you are having difficulty believing." McCullen was about to protest that he fully believed the Commander, when the man turned to the Neo-Vipers. "Viper 3! Put your arm in the cage and let the cobra bite you once!"

One of the men in line stepped forward without hesitation, opening a small door in the cobra's glass cage. The man then swung at the snake, arousing its wrath. In only seconds, the cobra had sunk its fangs into the man's forearm.

"The Neo-Vipers have no fear, and they feel no pain," said the Commander calmly, watching as the man before them pulled his arm out of the cage, then fell to his knees. Muscles began to twitch and spasm. "They lose all sense of morality. They are without remorse. And of course, they are completely obedient."

The Commander and McCullen watched as the man continued to twitch and writhe helplessly on the floor, then they observed as a clear pus began to ooze out of the wounds from the cobra's fangs in the man's arm. A moment later, the man rose to his feet and returned to his place in the line, appearing as if nothing had happened.

The Commander turned to regard McCullen. "Once the warheads are recovered, we will continue with our original plan."

"Agreed, Commander," replied the arms dealer, "our agreement is as strong as ever."

* * *

_PARIS, FRANCE_

The mansion had been built in the middle part of the 18th century, and still looked as if it belonged in that Renaissance time. The paving stones looked no different, and even the lampposts had been fitted with bulbs that gave off the same hue as a candle flame. The only visible addition looked to be a second set of stables, but this one was to keep the owner's various cars from marring the picturesque look of the mansion.

A sleek, black Mercedes pulled up the drive and around the central fountain, pulling up before the front door. The Baroness, Anastasia DeCobray, stepped out of the back door in a black dress and fur-lined coat. Her make-up was immaculate and the combat-ready glasses had been replaced with small, rectangular glasses that made her sultry looks appear elegant and refined instead of tawdry.

Out of the mansion came a tall, slender man with black hair combed straight back, wearing an expensive suit. Baron Leon de Noialles was a handsome man with classic Gallic features and the manners of a French nobleman. He greeted his wife with a kiss on each cheek, then swept her into a deep kiss.

"Welcome home, my darling," he said, drinking in the sight of his beautiful, exotic wife. Even now, almost two years after their marriage, he could see why he'd been unable to resist her charms in the first place.

"Thank you, dear," she said, her voice purring in her German accent, "how is your work at the lab?"

"We are making steady progress," Leon replied. For him, that was saying something, as he was widely acknowledged as one of France's most brilliant scientists.

"So the Minister of Defense was pleased when you met with him?" Anastasia continued, slipping off her coat and handing it off to one of the servants as they walked through the mansion.

"Very much so," he replied, "I wish I could tell you more, but…"

"Of course," Anastasia assured him, briefly resting a hand on his arm.

They continued through mansion, climbing the stairs towards their bedroom. The Baron took the opportunity to study his beautiful wife from behind, admiring her sleek body in the form-fitting black silk.

"You were gone for quite a while this time," he commented, curiosity in his voice. "How were the shops in Monte Carlo?"

"I didn't get what I was after," Anastasia replied simply.

She seemed distant tonight, Leon thought. Something was bothering her. But he knew that his gorgeous wife was very private. If it was something she thought he needed to be involved in, she would tell him. Otherwise, she would be very offended at his attempts to pry.

"I suppose I should be grateful," he said lightly, hoping his teasing might lift her mood.

To his relief, he saw a small smirk appear on her face. "Most husbands would be."

"Most husbands don't have such mysterious wives," Leon pointed out, "they know exactly where they are and what they do."

"They _think_ they know," Anastasia tossed back, throwing a smirk over her shoulder as they entered the bedroom.

She moved past the ornate bureau and around the massive, four-poster bed. She glanced out the window at the beautiful night sky, the Eiffel Tower glimmering in the moonlight. She noticed that Leon had remained by the door, looking at her. Anastasia turned to say something…

And caught the barest glimpse of a figure as it glided past behind her husband like a white ghost.

"My darling," she said quickly, "let me freshen up and then I'll join you downstairs for supper."

Leon swept into a courtly bow, taking her hand in his own and bringing it to his lips for a kiss.

"Of course, my love," he said, turning and heading for the stairs.

Anastasia watched him go for several steps, then firmly closed the doors and locked the deadbolt. She turned around, this time unsurprised to see Storm Shadow less than two steps behind her. She swallowed hard. Her glimpse of him a moment ago hadn't been an accident, and she knew that. He'd let her see him. _Let_ her know he was there… watching.

"McCullen has given me direct orders to kill the Baron if he ever so much as touches you again," said the ninja warrior in his soft, cold voice. She thought it amazing how the man could appear and disappear at will, dressed in white clothing among the myriad of colors and tapestries in the mansion.

"He's my husband," she retorted, "of course he touches me. Besides, Leon talks so much more about his work in the lab after he's been… touched."

Storm Shadow nodded once. His dark eyes were like flint; cold, unreadable, unchanging. He turned away and faced the window, and Baroness moved over to a nightstand, taking off some of her jewelry.

"Did they send you to spy on me?" she accused him as she turned to face him. Before her eyes were able to follow the movement of her body, Baroness felt Storm Shadow nearly pressed up against her, a single-edged dagger against her throat.

"If I was here to spy on you," replied Storm Shadow coldly, "I wouldn't have let you see me."

Baroness nodded once, and in a single smooth motion her hand flew up, stabbing at Storm Shadow's eye with a hair pin she'd concealed. But the ninja's hand was merely a blur and caught her hand with the point of the pin only a few inches from his eye. Storm Shadow never blinked. Hell, his eyes had never even left hers.

Baroness smirked. "You have to admit, I'm getting closer."

"At this rate, you'll kill me in about a hundred years," Storm Shadow replied coldly. He slowly released her arm, letting his own fall to his side, pulling the knife away from her throat. Then a smile touched his lips and his eyes softened, and Baroness could feel her pulse quickening. This was one of Storm Shadow's most dangerous abilities; he could turn charm on and off like a light switch. She was suddenly aware of how close they were, how his breath was sending tingles down her chest and spine, and what a truly handsome man Shadow really was.

"I've been sent to accompany you to retrieve the warheads," he told her, his voice soft, warm, and inviting, as if he was inviting her to a weekend at a romantic beach. "We will meet a group of the new Vipers in Cairo. That will give us time… together."

The Baroness felt her heart involuntarily skip a beat. Then Storm Shadow's eyes hardened and his mouth became a thin line. Just that quickly, the charm was gone and all that was left was the pitiless assassin. She had to lick her lips and swallow hard. Even knowing how charming he was, and having hardened her heart, Baroness was still shocked at how quickly she would have succumbed to the ninja, if he'd truly wanted to seduce her.

"We leave at dawn," he said, his voice once again cold and hard. He turned on his heel, walking towards her closet with silent steps. As soon as he turned the corner, Baroness knew he was gone.


	5. Chapter 4: Heavy Duty

Thanks to the people who are reading and reviewing this fic, I appreciate your efforts. First, to Ninja75, I am more a fan of the comics that ran for nearly 20 years. I despise the cartoon (even when I watched it as a kid I couldn't stand it). In the comics, Baroness has always been German, just fyi. To Mistflyer, thank you for your encouragement, I hope to continue to keep your interest as this fic moves forward. The "blurbs" you referred to are a version of the character bio's that was provided with each action figure.

I am going to start introducing other members of the GI JOE team that were never mentioned in the movie. For example, I was very amused to see Brendan Frasier in the movie and was hoping he'd get a little more face time, but was disappointed by them giving him a completely new name. I thought he'd be a lot more interesting as Flint, so when you see references to that character, think Brendan Frasier.

Please continue to provide reviews. Thank you… and enjoy.

* * *

File Name – Heavy Duty

Real Name – Dalton, Hershel A.

Rank – E-5 (Sergeant)

Primary MOS – Squad Automatic Weapons

JOE Serial Number – 807-46-LM65

Birthplace – Manchester, England, United Kingdom

Qualifications – All NATO personal arms (Expert rating), NATO and former Warsaw Pact heavy weapons (Master rating)

Tactical coordinator for Team Alpha, this veteran of the British SAS is one of the physically strongest members of GI JOE. Highly experienced with all squad automatic weapons, machine guns and heavy weapons, including indirect fire weapons (i.e., mortars and artillery). Serving as his squad's commander in the SAS, Heavy Duty's brawn and tactical mindset has saved Team Alpha on more than one occasion. Also an amateur chef and fan of classical music. Cousin of GI JOE Roadblock (see Roadblock personnel file).

* * *

Duke and Ripcord had to resist the urge to fidget as the powerfully-built black SAS soldier stalked back and forth behind them. Ripcord barely managed to fight down a yawn, knowing he'd get ripped apart if he'd had.

They'd been woken a full hour before dawn by a US Ranger who'd ordered them to address him as Master Sergeant Beach Head, then had them dressed and into a ten mile run before they'd even been fully awake. Then they'd slogged through an urban obstacle course; climbing, jumping up, jumping down, sliding and crawling. They'd both been exhausted when he said he was done with them, looking forward to some breakfast. Then he'd ordered them to report to Heavy Duty for their first day of training.

Exoskeletal suits of some kind were in their places, and both men initially had trouble not gawking. Last they'd heard, things like this were still in developmental stages.

"You may have blackmailed your way to this point," Heavy Duty said suddenly, "and it seems like Hawk is giving you a chance. But I hate people who use tactics like that to get their way. Hawk said we're supposed to train you. But that doesn't mean I have to like it."

Duke looked to the side, hoping to see a little bit more than just the exoskeleton. His eyes narrowed as he spotted that masked commando, Snake Eyes, standing near the doorway. Arms folded across his chest, it was impossible to tell whether the man was just watching or glaring like Heavy Duty.

"But whether I like it or not, it's our job to get you both ready, JOE style. Standing in front of you," continued Heavy Duty, "are Delta-6 Accelerator Suits."

"What's it accelerate?" asked Ripcord, eyeing the bulky suits warily.

"You," was the simple reply. "They'll make you run faster, jump higher, and hit harder than any human being. Head-to-toe turbo hydraulics are coupled with the equivalent of a fly-by-wire system. Sensors in the suit monitor electrical impulses through your body and the suit is programmed to respond accordingly. You think it… the suit does it. You'll be able to dead-lift a full-size car without a problem, and your top running speed will average about 60 miles per hour."

"Not kph?" asked Ripcord with a grin.

Heavy Duty took two long strides until he was staring at Ripcord's profile. The latter snapped to attention.

"Does this seem like a game to you?" demanded the SAS trooper.

"No sir!" replied Ripcord. He hoped this wasn't going to be as bad as Basic, but he had a bad feeling that based on how this morning was going, that it was going to be worse.

Heavy Duty looked past Ripcord to Duke. "Is there anything _you_ want to say, soldier?"

"No sir!"

"Good," growled Heavy Duty. "Each suit comes equipped with a rotary weapon on each forearm. On the left arm, two gas-propelled grappling spears and six heat-seeking fire-and-forget missiles. On your right arm is a caseless 10 mm submachine gun with six hundred rounds. On full auto, you'll hit empty in thirty seconds, so it's set up to fire in ten-round bursts. The first, fifth, and tenth rounds in the bursts are tracers. Perfect for a couple of American cowboys like yourselves.

"The visor includes an advanced cybernetics heads-up graphics display and personal radar system to detect hazards in your way. Eye movement and voice commands control the display."

"How about the armor itself?" asked Duke, "How much protection do we get out of these things?"

"The Delta-6 is designed to spread impacts over as much of itself as possible," explained Heavy Duty, "you can survive getting hit by a car going at a moderate speed, but you'll be sore for a day or two. The armor over the torso is an advanced titanium alloy. It'll stop anything up to a .50-cal. Limbs are less protected, but you'll still be safe against small arms fire. The faceplate is a complex polymer laminate, and it's crack resistant, but a bullet will punch through that like a car windscreen."

"So when do we test these out?" asked Duke.

"Suit up," ordered Heavy Duty.

* * *

It was almost as good as flying, Ripcord decided. It didn't quite have the roar of a jet engine and you weren't going supersonic, but overall it was… _fun_.

He and Duke had breezed around the standard quarter-mile track in less than a minute, and then Heavy Duty had taken them to the urban assault course, where they'd found they could jump over a single story home without much of a problem. At the firing range they'd tried out the rotary arm guns. Between the weapon's own exacting accuracy, combined with the targeting system in the visor, both of them were able to put the entire magazine's worth of bullets between the eyes of the target at almost fifty yards.

At the firing range they'd met the leader for Team Bravo, an American warrant officer named Flint. He wore the same dark uniforms as the rest of the Joes, and kept a black beret on his head with the Green Beret logo. A tall man with an easy smile, he also made it clear he was highly educated, and made it obvious that he wasn't going to let them forget it anytime soon.

Several other Joes were at the firing range, and gave them the opportunity to meet some of them. Some gave them looks as frosty as Heavy Duty had, but most were more friendly. The majority of them were American, which Duke and Ripcord had expected, but at least a third were international; Canadian, British, French, Israeli, Korean, German, Australian, Egyptian, and even a few more.

If there was one thing that was made perfectly clear on this first day as members of GI JOE, it was that General Hawk had been right. These men and women were the best of the best. Even the support personnel were top-notch.

Even if every other elite group in the world would fail at a mission, GI JOE would not.

* * *

Duke walked down one of the nearly empty hallways much later that night. Well, shuffling along was more like it. After the firing range, which he admitted to Ripcord was a hell of a lot fun, they'd returned the Delta-6 suits. Heavy Duty had then grabbed Beach Head, and the two of them had made Duke and Ripcord go through three different obstacle courses… twice.

Several other Joes nodded to him as they passed, and he returned the friendly, if silent, greeting. He was fortunate that his and Rip's quarters were close to his destination, otherwise he worried that he might have passed out on the way. He found the door and knocked.

It opened to reveal Heavy Duty, music filling the room.

"Hey HD," greeted Duke, "do you mind if I come in."

Heavy Duty stepped back to let him in and closed the door quietly. Duke wasn't surprised to see that the room was nearly identical to his and Rip's. A small sitting area with a TV and a stack of DVD's, a small kitchenette, and two separate but tiny bedrooms and a shared bathroom. Small, but comfortable. Unless one of the roommates was built like a football lineman.

A book lay open on the small table. Duke glanced at the cover. A cookbook by Bobby Flay. Then Duke actually paid attention to the music.

"Classical music?" he asked in surprise.

"Bach," answered Heavy Duty, sitting down in one of the two chairs. He waved a hand for Duke to take a seat. "Brandenburg Concerto number 5 in D major. You listen to classical at all?"

Duke shook his head. "Not really much a music guy."

"It's too bad," commented Heavy Duty, "it's very relaxing. After a mission you sit down, get a book, have a little Bach in the background, and everything seems better."

Duke looked at his hands, wondering how he was going to say what he wanted to say.

"HD, what do you have against Rip and me?" he asked, "You've been treating us like lepers since we arrived."

Heavy Duty leaned forward, resting his elbows on his knees. "I don't like what you did to get yourself a place on this team. You have information on what is obviously a very dangerous foe, and you're holding it as ransom to get yourself onto a team that you've already rejected. You say you know her, so she's probably either family or an ex-lover. Which means you want to be on the team because your pride's been hurt."

Duke shuddered a little. He'd known that Heavy Duty couldn't be all brawn and no brains to have made it onto GI JOE, but to actually hear the man's insight and his reasoning, Duke wondered if he'd made a mistake in coming here.

"That pride makes you a danger to the team, a danger to us," continued Heavy Duty, "so that's why I don't like you. Hawk's giving you a chance that I don't think he should. He's doing it because he believes in second chances and that if you prove yourself worthy, you deserve the reward."

"You make it sound like he's a legend," commented Duke.

"The general _is_ a legend," replied Heavy Duty firmly, his eyes boring into the smaller man. "He's never let us down. He's stood up for us against NATO, the UN, the American military, anybody that's tried to shut us down. Whenever a Joe needs him, Hawk is there. When we break the rules for each other, Hawk is there to stand up for us. No armchair commander would do what Hawk does. He doesn't send us into any situation he wouldn't willingly shoot his way into. They don't call him the Tomahawk for nothing."

Duke sat there for a few moments, staring at his hands. He thought about his parents, back home in St. Louis, and realized he hadn't sent them a letter in a while.

"Do you guys ever go home?" he asked, "Wherever home is?"

"Home for me is Manchester," answered Heavy Duty, "I visited my family last year for my parents' 40th anniversary. I send a letter and make a phone call to them every month. I think Scarlett calls her father in Georgia two or three times a month."

"What about Breaker?"

Heavy Duty shrugged. "Abel doesn't talk much about any family. I know he grew up in Rabat. Came to the JOE team from the Moroccan Royal Guard. Other than that, Breaker likes to keep his history to himself."

"Where does Snake Eyes come from?" asked Duke curiously.

"That's classified."

"HD, just about everything about GI JOE is classified," protested Duke.

Heavy Duty shrugged again. "There are so many classified codes on Snakes' record that sometimes I think I'd be amazed to find someone who admits that a file even exists. That man is a total mystery, but he's real good at his job. Hell, he's the best."

Both men were quiet for a few moments.

"You should probably get to sleep," said Heavy Duty, "Beach Head will be back in the morning for you and Ripcord, and there isn't a single day that gets any easier. He will make you hate him, but by the time Beach is through with you, you'll be in the best shape of your life and ready for any challenge his deranged mind can come up with."

Duke nodded and rose, then slowly made his way back to his and Ripcord's room.


End file.
